TIDMPSDL
RNS Number : 3828Y
Phoenix Spree Deutschland Limited
16 May 2016
16 May 2016
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR
INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES,
CANADA, AUSTRALIA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION
IN WHICH IT WOULD BE UNLAWFUL TO DO SO. PLEASE SEE THE IMPORTANT
NOTICE AT THE END OF THIS ANNOUNCEMENT
Result of placing of shares in Phoenix Spree Deutschland
Limited
Further to its announcement made earlier today, Liberum Capital
Limited ("Liberum") announces that PMM Partners (UK) Limited
("PMM"), the Property Adviser to Phoenix Spree Deutschland Limited
("PSDL"), a Director of PSDL (and his connected party), various
persons deemed to be discharging managerial responsibilities
("PDMRs") in respect of PSDL (and their connected parties), and
other selling shareholders sold together an aggregate of 4,738,712
shares of no par value each ("Placing Shares") in PSDL,
representing c. 5.1 per cent. of PSDL's entire issued share capital
(the "Placing") at a price of 180.095 pence per Placing Share (the
"Placing Price").
Following completion of the Placing, the interests of selling
shareholders will be as follows:
Name Relationship to PSDL Number of Shares sold Beneficial interest % of Issued Share
in Shares after Capital
Placing
---------------------- ----------------------- ---------------------- --------------------- ----------------------
Property Adviser to
PMM PSDL 923,096 0 0.00%
---------------------- ----------------------- ---------------------- --------------------- ----------------------
Matthew Northover
(and his wife,
Alexandra Director of PSDL and
Northover*) Principal in PMM 649,997 460,016 0.50%
---------------------- ----------------------- ---------------------- --------------------- ----------------------
Michael Hilton (and
his wife, Wendy
Hilton*) Principal in PMM 921,916 517,043 0.6%
---------------------- ----------------------- ---------------------- --------------------- ----------------------
Paul Ruddle (and his
wife, Veronica
Ruddle*) Principal in PMM 607,716 911,442 1.0%
---------------------- ----------------------- ---------------------- --------------------- ----------------------
Other selling n/a 1,635,987 n/a n/a
shareholders
---------------------- ----------------------- ---------------------- --------------------- ----------------------
*a connected person as defined in s96B(2) of FSMA 2000
Enquiries
Liberum Capital Limited +44 (0)20 3100 2222
Richard Crawley
Christopher Britton
Jill Li
Important Notice:
MEMBERS OF THE GENERAL PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN
THE PLACING. THIS ANNOUNCEMENT AND ANY OFFER OF SECURITIES TO WHICH
IT RELATES ARE ONLY ADDRESSED TO AND DIRECTED AT (1) IN ANY MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA, PERSONS WHO ARE QUALIFIED
INVESTORS WITHIN THE MEANING OF ARTICLE 2(1)(E) OF EU DIRECTIVE
2003/71/EC AND ANY RELEVANT IMPLEMENTING MEASURES (THE "PROSPECTUS
DIRECTIVE"); (2) IN THE UNITED KINGDOM, PERSONS WHO (I) HAVE
PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS WHO FALL
WITHIN ARTICLE 19(5) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000
(FINANCIAL PROMOTION) ORDER 2005 (AS AMENDED) (THE "ORDER"); OR
(II) FALL WITHIN ARTICLE 49(2)(A) TO (D) OF THE ORDER OR (III) ARE
PERSONS TO WHOM AN OFFER OF THE PLACING SHARES MAY OTHERWISE
LAWFULLY BE MADE; AND (3) IN THE UNITED STATES, TO QUALIFIED
INSTITUTIONAL BUYERS IN ACCORDANCE WITH RULE 144A UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (ALL SUCH PERSONS REFERRED TO IN
(1), (2) AND (3) TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS").
THE INFORMATION REGARDING THE PLACING SET OUT IN THIS ANNOUNCEMENT
MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT
PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS
ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL
BE ENGAGED IN ONLY WITH RELEVANT PERSONS.
This announcement and the information contained herein is for
information purposes only and does not constitute or form part of
any offer or an invitation to acquire or dispose of securities in
the United States, Canada, Australia, South Africa or Japan or in
any other jurisdiction in which such an offer or invitation is
unlawful.
The Placing Shares have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "US Securities
Act"), or under the securities laws of any state or other
jurisdiction of the United States, and, absent registration, may
not be offered or sold in the United States or to, or for the
account or benefit of, U.S. Persons (as defined in Regulation S
under the US Securities Act) except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the US Securities Act and the securities laws of any relevant
state or other jurisdiction of the United States. There will be no
public offering of the Placing Shares in the United States or
elsewhere.
The Placing Shares have not been approved or disapproved by the
US Securities and Exchange Commission, any state securities
commission or other regulatory authority in the United States, nor
have any of the foregoing authorities passed upon or endorsed the
merits of the Placing or the accuracy or adequacy of this
announcement. Any representation to the contrary is a criminal
offence in the United States.
No prospectus or offering document has been or will be prepared
in connection with the Placing. Any investment decision to buy
securities in the Placing must be made solely on the basis of
publicly available information. Such information is not the
responsibility of and has not been independently verified by
Liberum or any of their respective affiliates.
Neither this announcement nor any copy of it may be taken,
transmitted or distributed, directly or indirectly, in or into or
from the United States (including its territories and possessions,
any state of the United States and the District of Columbia),
Canada, Australia, South Africa or Japan. Any failure to comply
with this restriction may constitute a violation of United States,
Canadian, Australian, South African or Japanese securities
laws.
The distribution of this announcement and the offering or sale
of the Placing Shares in certain jurisdictions may be restricted by
law. No action has been taken by Liberum or any of their respective
affiliates that would, or which is intended to, permit a public
offer of the Placing Shares in any jurisdiction or possession or
distribution of this announcement or any other offering or
publicity material relating to the Placing Shares in any
jurisdiction where action for that purpose is required. Persons
into whose possession this announcement comes are required by
Liberum to inform themselves about and to observe any applicable
restrictions.
Liberum, which is regulated by the Financial Conduct Authority
in the United Kingdom, is acting on the Placing and will not be
responsible to anyone other than the seller of the Placing Shares
for providing the protections offered to its clients, nor for
providing advice in relation to the Placing, the contents of this
announcement, or any transaction or arrangement referred to
herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCMMGMKDVRGVZM
(END) Dow Jones Newswires
May 16, 2016 10:20 ET (14:20 GMT)
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